Our purpose is to study rapid speech processing and memory in elderly adults. In ordinary conversation, speech typically arrives at between 140 to 180 words per minute, while a radio or TV newsreader working from a prepared script can speak at average rates far in excess of this. The rate at which speech must be processed, and its meaningful elements organized for comprehension and memory, can severely challange the elderly adult listener. In a variety of cognitive activities, speed of processing and effective organization of new information are among the most vulnerable to the aging process. We propose to examine young and elderly adults' abilities and strategies in processing rapid speech, and the way in which contextual constraints can be used in ameliorate what might otherwise be quite severe processing deficits. We will also study the effects of the information load of a heard message, and the way speech-rate, overall structure of the message, and the listener's acquisition strategies will influence the later recall of both the detailed content of the message and the general coherence ("gist") of the utterance. Among our goals is to explore how communicative strategies of the speaker may be altered to the elderly listener's best advantage.